Mergers and Acquisitions

Johnson Diversey gets new equity investor and new name; San Diego company to acquire Prodesse Inc.

Johnson Diversey gets new equity investor and new name

A fund managed by New York-based Clayton Dubilier & Rice Inc. (CD&R) will invest $477 million to obtain a 46-percent equity interest in Racine-based JohnsonDiversey Inc., as part of a broader recapitalization transaction valued at $2.6 billion.

The recapitalization will provide JohnsonDiversey with the financial flexibility to accelerate growth in the global commercial cleaning and hygiene market. In addition to the CD&R fund investment, the transaction contemplates a debt financing package of approximately $1.9 billion.

With annual sales of more than $3 billion into more than 175 countries, JohnsonDiversey is a leading global provider of commercial cleaning, sanitation and hygiene solutions. The company serves commercial customers in the building, retail, health care and food and beverage sectors, as well as large, public sector clients such as the National Health Service in the U.K. and the State of New York. Among its private-sector customers are The Coca-Cola Company, PepsiCo., Walgreens and global facilities services provider ISS.

"JohnsonDiversey is a market leader providing innovative products and services to meet the needs of a world increasingly concerned about health and hygiene," said Richard Schnall, a CD&R partner. "The management team has positioned the company for future growth, and we look forward to working closely with them to continue building on the company’s competitive strengths and creating an even more valuable enterprise over the long term."

Under the terms of the agreement, the Johnson Family of Racine will retain 50 percent ownership in the company, and S. Curtis Johnson will remain chairman. CD&R operating partner James Berges will serve as chairman of the executive committee. Unilever will also retain a 4 percent ownership interest in the company. JohnsonDiversey will continue under separate agreements to sell and distribute into the commercial market certain Unilever and S.C. Johnson & Son Inc. consumer-branded products.

"This is an exciting development in the evolution of our company," Johnson said. "The Johnson family is pleased to move forward with a proven business builder and strong equity partner of CD&R’s caliber. The firm’s integrity, culture and values align well with our own."

JohnsonDiversey president and chief executive officer Ed Lonergan said, "We’ve made great progress in recent years and continue to be our customers’ partner of choice for superior and sustainable cleaning and hygiene solutions that protect human health and the environment. CD&R’s investment provides both financial flexibility and access to the firm’s significant operating expertise that will help us continue to achieve our long-term objectives."

JohnsonDiversey also announced it will adopt a new corporate identity that reflects elements of the strong global brand equity in the current name and also retains the depiction of a water lily in its logo, a reflection of the Johnson family’s heritage of environmental leadership. The company’s new name will be simplified to Diversey Inc., and its identity will be formally captured in the new tagline, "for a cleaner, healthier future."

"Our new identity will both acknowledge our rich heritage and offer a compelling view of the enduring benefits that our products and services provide," Johnson said. "Our people are inspired by the difference we make in people’s lives."

San Diego company to acquire Prodesse Inc.

Gen-Probe Inc. has signed a definitive agreement to acquire Prodesse Inc., a Waukesha-based, privately held leader in molecular testing for influenza and other infectious diseases, for approximately $60 million in cash.

Gen-Probe’s purchase price could increase to up to $85 million if Prodesse achieves certain financial and regulatory milestones in 2010 and 2011.

"We believe acquiring Prodesse supports our strategic focus on commercializing differentiated molecular tests for infectious diseases," said Carl Hull, president and chief executive officer of San Diego-based Gen-Probe. "The acquisition is expected to boost our near-term earnings and revenue growth by providing additional leading-edge assays for our experienced sales force to promote to our global customer base."

In connection with the acquisition, the two companies have signed an agreement under which Gen-Probe’s sales representatives in the United States, Canada and Europe will begin co-promoting Prodesse’s products in mid-October.

"Our acquisition by Gen-Probe validates the significant progress we have made in developing and commercializing molecular assays that help doctors and laboratories diagnose respiratory and other infectious diseases more accurately than traditional methods," said Tom Shannon, Prodesse’s president and CEO. "We believe we can prepare for and accelerate our next stage of growth by leveraging the resources and expertise of one of the most established and highly respected molecular diagnostics companies in the world."

Both companies’ boards of directors have unanimously approved the transaction, and the Prodesse shareholder votes necessary to approve the transaction have already been obtained. The transaction is expected to close within a month, subject to customary conditions.

Prodesse develops molecular diagnostic reagents for a variety of infectious disease applications.

Gen-Probe expects to finance the transaction with cash currently on its balance sheet.


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